Bancorp 34, Inc. - FORM 10-Q

Attached files

file	filename
EX-32.1 - EXHIBIT 32.1 - Bancorp 34, Inc.	ex_110994.htm
EX-31.2 - EXHIBIT 31.2 - Bancorp 34, Inc.	ex_110993.htm
EX-31.1 - EXHIBIT 31.1 - Bancorp 34, Inc.	ex_110992.htm

Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X]	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2018

[ ]	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from _______________ to ______________________

Commission File No. 001-37912

Bancorp 34, Inc.

(Exact name of registrant as specified in its charter)

Maryland	74-2819148
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification Number)

500 East 10^th Street, Alamogordo, New Mexico	88310
(Address of Principal Executive Offices)	(Zip Code)

(575) 437-9334

(Registrant’s telephone number)

N/A

(Former name or former address, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such requirements for the past 90 days.

YES X NO .

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES X NO .

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ___	Accelerated filer	___
Non-accelerated filer ___ (Do not check if a smaller reporting company)
	Smaller reporting company	X
	Emerging growth company	X

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES NO X

Shares of the Registrant’s common stock, par value $0.01 per share, issued and outstanding as of April 30, 2018 were 3,404,065.

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Bancorp 34, Inc.
FORM 10-Q

Index

		Page
	Part I. Financial Information

Item 1.	Financial Statements

	Consolidated Balance Sheets as of March 31, 2018 (unaudited) and December 31, 2017	3

	Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2018 and 2017 (unaudited)	4

	Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2018 and 2017 (unaudited)	5

	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2018 and 2017 (unaudited)	6

	Notes to Consolidated Financial Statements (unaudited)	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	38

Item 4.	Controls and Procedures	38

	Part II. Other Information

Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 3.	Defaults upon Senior Securities	38
Item 4.	Mine Safety Disclosures	38
Item 5.	Other Information	39
Item 6.	Exhibits	40
Signatures		41

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Item 1. Financial Statements

BANCORP 34, INC.
CONSOLIDATED BALANCE SHEETS - UNAUDITED

	March 31, 2018			December 31, 2017

ASSETS
Cash and due from banks	$	4,762,315		$	4,988,178
Interest-bearing deposits with banks		7,580,000			4,885,000
Total cash and cash equivalents		12,342,315			9,873,178

Available-for-sale securities, at fair value		26,095,660			24,399,881
Loans held for sale		15,260,895			15,423,670

Loans held for investment		261,478,730			261,012,786
Allowance for loan losses		(3,122,170	)		(3,117,190	)
Loans held for investment, net		258,356,560			257,895,596

Premises and equipment, net		10,094,892			10,120,904
Stock in financial institutions, restricted, at cost		3,842,861			3,825,861
Accrued interest receivable		819,784			838,960
Deferred income taxes, net		2,193,360			2,191,526
Bank owned life insurance		10,204,220			10,135,672
Core deposit intangible, net		207,563			220,664
Prepaid and other assets		1,774,252			1,294,606

TOTAL ASSETS	$	341,192,362		$	336,220,518

LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Deposits
Demand deposits	$	42,295,037		$	37,502,593
Savings and NOW deposits		132,285,122			135,009,406
Time deposits		67,228,989			63,049,334
Total deposits		241,809,148			235,561,333

Federal Home Loan Bank advances		45,000,000			45,000,000
Escrows		422,543			296,847
Accrued interest and other liabilities		4,342,357			4,391,649
Total liabilities		291,574,048			285,249,829

Commitments and contingencies (note 4)		-			-

Stockholders’ equity
Preferred stock, $0.01 par value, 50,000,000 authorized, 0 issued and outstanding		-			-
Common stock, $0.01 par value, 100,000,000 authorized, 3,388,601 and 3,490,672 issued and outstanding.		33,886			34,907
Additional paid-in capital		25,372,465			26,849,822
Retained earnings		26,431,225			26,060,598
Accumulated other comprehensive loss, net of tax		(532,854	)		(274,266	)
Unearned employee stock ownership plan (ESOP) shares		(1,686,408	)		(1,700,372	)
Total stockholders’ equity		49,618,314			50,970,689

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	341,192,362		$	336,220,518

The accompanying notes are an integral part of these consolidated financial statements.

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BANCORP 34, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - UNAUDITED

	Three Months Ended March 31,
	2018			2017
Interest income
Interest and fees on loans	$	3,876,008		$	3,438,270
Interest on securities		148,581			130,466
Interest on other interest-earning assets		68,030			53,981
Total interest income		4,092,619			3,622,717

Interest expense
Interest on deposits		493,736			376,308
Interest on borrowings		149,430			103,075
Total interest expense		643,166			479,383

Net interest income		3,449,453			3,143,334
Provision for loan losses		22,000			250,000

Net interest income after provision for loan losses		3,427,453			2,893,334

Noninterest income
Gain on sale of loans		3,353,393			1,964,472
Service charges and fees		84,389			85,957
Bank owned life insurance income		88,597			42,813
Other		24,606			6,791
Total noninterest income		3,550,985			2,100,033

Noninterest expense
Salaries and benefits		4,229,977			3,299,346
Occupancy		505,951			423,758
Data processing fees		723,406			607,023
FDIC and other insurance expense		50,533			56,611
Professional fees		327,056			377,870
Advertising		156,026			141,881
Net other real estate expenses		-			80
Other		519,719			430,220
Total noninterest expense		6,512,668			5,336,789

Income (loss) before income taxes		465,770			(343,422	)
Provision (benefit) for income taxes		95,143			(145,672	)

NET INCOME (LOSS)		370,627			(197,750	)

Other comprehensive (loss) income
Unrealized (loss) gain on available-for-sale securities,
net of $88,680 and (5,153) tax, respectively		(258,588	)		8,512

COMPREHENSIVE INCOME (LOSS)	$	112,039		$	(189,238	)

Earnings per common share:
Basic	$	0.11		$	(0.06	)
Diluted	$	0.11		$	(0.06	)

The accompanying notes are an integral part of these consolidated financial statements.

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BANCORP 34, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - UNAUDITED

											Accumulated
											Other
					Additional						Comprehensive			Unearned			Total
	Common	Common			Paid-In			Retained			Income			ESOP			Stockholders'
	Shares	Stock			Capital			Earnings			(Loss)			Shares			Equity

BALANCE, DECEMBER 31, 2016	3,438,190	$	34,382		$	27,161,856		$	25,700,007		$	(363,437	)	$	(1,756,231	)	$	50,776,577

Net loss	-		-			-			(197,750	)		-			-			(197,750	)
Unrealized gain on available-for-sale securities, net of tax	-		-			-			-			8,512			-			8,512
Amortization of equity awards	-		-			4,430			-			-			13,966			18,396
BALANCE, MARCH 31, 2017	3,438,190	$	34,382		$	27,166,286		$	25,502,257		$	(354,925	)	$	(1,742,265	)	$	50,605,735

BALANCE, DECEMBER 31, 2017	3,490,672	$	34,907		$	26,849,822		$	26,060,598		$	(274,266	)	$	(1,700,372	)	$	50,970,689

Net income	-		-			-			370,627			-			-			370,627
Unrealized (loss) on available-for-sale securities, net of tax	-		-			-			-			(258,588	)		-			(258,588	)
Restricted stock awards	429		4			(4)			-			-			-			-
Amortization of equity awards	-		-			93,672			-			-			13,964			107,636
Share repurchase	(102,500)		(1,025	)		(1,571,025	)		-			-			-			(1,572,050	)
BALANCE, MARCH 31, 2018	3,388,601	$	33,886		$	25,372,465		$	26,431,225		$	(532,854	)	$	(1,686,408	)	$	49,618,314

The accompanying notes are an integral part of these consolidated financial statements.

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BANCORP 34, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED

	Three Months Ended March 31,
	2018			2017
Cash flows from operating activities
Net income (loss)	$	370,627		$	(197,750	)
Adjustments to reconcile net (loss) income to net cash from operating activities:
Depreciation and amortization		175,954			162,936
Stock dividend on financial institution stock		(17,000	)		(10,900	)
Amortization of premiums and discounts on securities, net		77,246			123,681
Amortization of ESOP award		13,964			18,396
Amortization of stock-based compensation		93,672			-
Amortization of core deposit intangible		13,101			16,800
Gain on sale of loans		(3,353,393	)		(1,964,472	)
Proceeds from sale of loans held for sale		76,956,796			54,375,713
Funding of loans held for sale		(72,168,547	)		(45,534,685	)
Provision for loan losses		22,000			250,000
Net appreciation on bank-owned life insurance		(68,548	)		(30,239	)
Deferred income tax benefit		(1,834)			(41,019	)
Changes in operating assets and liabilities:
Accrued interest receivable		19,176			36,188
Prepaid and other assets		(390,966	)		48,321
Accrued interest and other liabilities		(49,292	)		(127,745	)
Net cash provided by operating activities		1,692,956			7,125,225

Cash flows from investing activities
Proceeds from principal payments on available-for-sale securities		1,173,524			1,679,986
Purchases of available-for-sale securities		(3,293,817	)		-
Net change in loans held for investment		(1,755,045	)		(16,690,284	)
Purchases of premises and equipment		(149,942	)		(201,344	)
Net cash used for investing activities		(4,025,280	)		(15,211,642	)

Cash flows from financing activities
Net change in deposits		6,247,815			5,644,998
Net change in escrows		125,696			66,287
Common stock repurchases		(1,572,050	)		-
Net cash provided by financing activities		4,801,461			5,711,285

Net increase (decrease) in cash and cash equivalents		2,469,137			(2,375,132	)

Cash and cash equivalents, beginning of period		9,873,178			16,411,344

Cash and cash equivalents, end of period	$	12,342,315		$	14,036,212

Supplemental disclosures:
Interest paid on deposits and advances	$	571,575		$	481,504
Income taxes paid	$	-		$	25,940
Loans transferred to loans held for sale	$	1,272,081		$	124,369

The accompanying notes are an integral part of these consolidated financial statements.

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BANCORP 34, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES

Bancorp 34, Inc. (“Bancorp 34” or the “Company”) is a Maryland corporation and savings and loan holding company which owns 100% of Bank 34 (the "Bank”).

The Bank provides a variety of banking services to individuals and businesses through its full-service branches in Alamogordo and Las Cruces, New Mexico, and Scottsdale and Peoria, Arizona. The Bank also operates ten mortgage loan production offices in El Paso, Texas, Phoenix, Arizona, Scottsdale, Arizona, Yuma, Arizona, Tubac, Arizona, Albuquerque, New Mexico, Lynnwood, Washington, Puyallup, Washington, West Linn, Oregon and Medford, Oregon.

A large portion of the Bank’s New Mexico loans are secured by real estate in Otero and Dona Ana Counties. The economy for these counties is heavily dependent on two U.S. Government military installations located in those counties. Accordingly, the ultimate collectability of the Bank’s New Mexico loans is susceptible to changes in U.S. Government military operations in southern New Mexico.

The primary deposit products are demand deposits, time deposits, NOW, savings and money market accounts. The primary lending products are real estate mortgage loans and commercial loans. The Bank is subject to competition from other financial institutions and regulated and non-regulated financial services providers, regulation by certain federal agencies and undergoes periodic examinations by regulatory authorities.

Rising and falling interest rate environments can have various impacts on the Bank’s net interest income, depending on the short-term interest rate gap that the Bank maintains. The Bank’s net interest income is also affected by prepayments of loans and early withdrawals of deposits.

Basis of Presentation – The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America ("GAAP"). In the opinion of management, the accompanying consolidated financial statements include all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the financial condition, cash flows and results of operations at the dates and for the periods presented. The results of operations for the three months ended March 31, 2018 are not necessarily indicative of the results of operations for the full fiscal year or for any other period. This information should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

Basis of Consolidation – The consolidated financial statements include the accounts of Bancorp 34 and the Bank. All significant intercompany accounts and transactions have been eliminated.

Reclassifications – Certain reclassifications have been made to prior period’s financial information to conform to the current period presentation.

Use of Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Significant estimates include, but are not limited to, allowance for loan losses, useful lives used in depreciation and amortization, deferred income taxes and related valuation allowance, valuation of other real estate and core deposit intangibles.

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Subsequent Events – Subsequent events have been evaluated through April 30, 2018 the date the unaudited consolidated financial statements were issued.

Summary of Recent Accounting Pronouncements:

Bancorp 34 is an emerging growth company and has elected to use the extended transition period to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. Accordingly, our financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards. The Company expects to lose its status as an emerging growth company on August 29, 2019, five years after the completion of the acquisition of Bank 1440.

Revenue Recognition - In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606).” ASU 2014-09 implements a comprehensive new revenue recognition standard that will supersede substantially all existing revenue recognition guidance. The new standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2015-4 “Revenue from Contracts with Customers – Deferral of the Effective Date” deferred the effective date of ASU 2014-09 by one year. The Company’s revenue is comprised of net interest income on financial assets and financial liabilities, which is explicitly excluded from the scope of ASU 2014-09, and non-interest income. The Company does not expect adoption of ASU 2014-09 will have a material impact on our consolidated financial statements and disclosures. We plan to adopt the revenue recognition guidance in the first quarter of 2019 with a cumulative effect adjustment to opening retained earnings, if management deems such adjustment significant. Our implementation efforts to date include identification of revenue streams within the scope of the guidance.

Financial Instruments – In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities (Subtopic 825-10). The amendment has a number of provisions including the requirements that public business entities use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, a separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (i.e. securities or loans receivables), and eliminating the requirement for public business entities to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. The amendment is effective for the Company in the first quarter of 2019 and is not expected to have a significant impact on the consolidated financial statements.

Leases – In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842).” This standard requires entities that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The standard is effective for the Company in the first quarter of 2020. The guidance is required to be applied by the modified retrospective transition approach. Early adoption is permitted. We are currently assessing the impact of the adoption of this authoritative guidance on our consolidated financial statements.

Credit Losses - In June 2016, the FASB issued ASU 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” The amendments in this update replace the incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to create credit loss estimates. The new guidance is effective for the Company in the first quarter of 2020. The guidance is required to be applied by the modified retrospective approach. Early adoption is permitted as of the fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently assessing the impact of the adoption of this authoritative guidance on our consolidated financial statements.

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Premium on Callable Debt - In March 2017, the FASB issued ASU No. 2017-08, “Receivables–Nonrefundable Fees and Other Costs (Subtopic 310-20)” to shorten the amortization period for certain purchased callable debt securities held at a premium to the earliest call date. Currently, entities generally amortize the premium as a yield adjustment over the contractual life of the security. The guidance does not change the accounting for callable debt securities held at a discount. For public business entities, the guidance is effective for the Company in the first quarter of 2020. Early adoption is permitted, including in an interim period. ASU 2017-08 is not expected to have a significant impact on our consolidated financial statements.

Share-Based Payment Modification - In May 2017, the FASB issued ASU 2017-09, “Compensation - Stock Compensation (Subtopic 718): Scope of Modification Accounting.” ASU 2017-09 clarifies when changes to terms or conditions of a share-based payment award must be accounted for as a modification. Under the new guidance, an entity will not apply modification accounting to a share-based payment award if all of the following are the same immediately before and after the change: (i) the fair value of the award, (ii) the vesting conditions of the award, and (iii) the classification of the award as either an equity or liability instrument. ASU 2017-09 was effective for the Company in the quarter ended March 31, 2018. The guidance requires companies to apply the requirements prospectively to awards modified on or after the adoption date. The adoption of ASU 2017-09 did not have a significant impact on our consolidated financial statements.

Reporting Tax Effects of Tax Cuts and Jobs Act - In February 2018, the FASB issued ASU No. 2018-02, “Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income” that helps organizations address certain stranded income tax effects in accumulated other comprehensive income ("AOCI") resulting from the 2017 Tax Cuts and Jobs Act. The ASU provides financial statement preparers with an option to reclassify stranded tax effects within AOCI to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act (or portion thereof) is recorded. The ASU requires financial statement preparers to disclose a description of the accounting policy for releasing income tax effects from AOCI, whether they elect to reclassify the stranded income tax effects from the Tax Cuts and Jobs Act, and information about the other income tax effects that are reclassified. The amendments are effective for the Company in the first quarter of 2019. Early adoption is permitted. Organizations should apply the proposed amendments either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. ASU 2018-02 is not expected to have a significant impact on our consolidated financial statements.

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NOTE 2 – AVAILABLE-FOR-SALE SECURITIES

Available-for-sale securities have been classified in the consolidated balance sheets according to management’s intent at March 31, 2018 and December 31, 2017. The carrying amount of such securities and their approximate fair values were as follows:

Gross

Amortized

Unrealized

Cost

Gains

Losses

Fair Value

March 31, 2018

Available-for-sale securities

Mortgage-backed securities

23,238,466

6,317

(589,070

)

22,655,713

U.S. Government agencies

1,851,214

(70,878

)

1,780,336

Municipal obligations

1,661,224

761

(2,374

)

1,659,611

26,750,904

7,078

(662,322

)

26,095,660

December 31, 2017

Available-for-sale securities

Mortgage-backed securities

21,028,794

12,757

(272,959

)

20,768,592

U.S. Government agencies

2,006,786

(49,047

)

1,957,783

Municipal obligations

1,672,277

2,584

(1,355

)

1,673,506

24,707,857

15,385

(323,361

)

24,399,881

There were no sales of available-for-sale securities during the three months ended March 31, 2018 or 2017.

Amortized cost and fair value of securities by contractual maturity as of March 31, 2018 and December 31, 2017 are shown below. For purposes of the maturity table, mortgage-backed securities, which are not due at a single maturity date, have been allocated over maturity groupings based on the actual contractual maturities of underlying collateral. Expected maturities may differ from contractual maturities because borrowers may call or prepay obligations.

The scheduled maturities of available-for-sale securities at March 31, 2018 and December 31, 2017 were as follows:

	March 31, 2018
	Amortized		Fair
	Cost		Value

Due in one year or less		1,246,805		1,247,484
Due after one to five years		23,707,371		23,120,803
Due after five to ten years		1,796,728		1,727,373
Due after ten years		-		-

Totals	$	26,750,904	$	26,095,660

At March 31, 2018 and December 31, 2017, there were no holdings of securities of any one issuer, other than the U.S. Government and its agencies, in an amount greater than 10% of stockholders’ equity.

At March 31, 2018 and December 31, 2017, mortgage-backed securities included collateralized mortgage obligations of $10.8 million and $10.0 million, respectively, which are backed by single-family mortgage loans. The Company does not hold any securities backed by commercial real estate loans.

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Gross Unrealized Losses and Fair Value – The following tables show the gross unrealized losses and fair values of securities by length of time that individual securities in each category have been in a continuous loss position.

March 31, 2018

Less Than 12 Months

12 Months or More

Total

Gross

Description of

Unrealized

Securities

Fair Value

Losses

Fair Value

Losses

Fair Value

Losses

Available-for-sale securities:

Mortgage-backed securities

12,464,292

(227,176

)

9,657,488

(361,894

)

22,121,780

(589,070

)

U.S. Government agencies

360,605

(5,948

)

1,419,731

(64,930

)

1,780,336

(70,878

)

Municipal obligations

663,256

(2,374

)

663,256

(2,374

)

Total temporarily impaired securities

13,488,153

(235,498

)

11,077,219

(426,824

)

24,565,372

(662,322

)

December 31, 2017

Less Than 12 Months

12 Months or More

Total

Gross

Description of

Unrealized

Securities

Fair Value

Losses

Fair Value

Losses

Fair Value

Losses

Available-for-sale securities:

Mortgage-backed securities

3,468,607

(39,099

)

9,763,879

(233,860

)

13,232,486

(272,959

)

U.S. Government agencies

1,548,481

(49,047

)

1,548,481

(49,047

)

Municipal obligations

416,600

(1,355

)

416,600

(1,355

)

Total temporarily impaired securities

3,885,207

(40,454

)

11,312,360

(282,907

)

15,197,567

(323,361

)

At March 31, 2018 and December 31, 2017, all of the government agencies and mortgage-backed securities held by the Company were issued by U.S. Government-sponsored entities and agencies, primarily Fannie Mae and Freddie Mac, institutions which the government has affirmed its commitment to support. Because the decline in fair value is attributable to changes in interest rates and illiquidity, and not credit quality, and because the Company does not have the intent to sell these securities and it is likely that it will not be required to sell the securities before their anticipated recovery, the Company does not consider these securities to be other-than-temporarily impaired at March 31, 2018.

Loans and securities with a carrying value of approximately $117.6 million at March 31, 2018 were pledged to secure FHLB advances. In addition, securities with a carrying value of approximately $4.5 million at March 31, 2018 were pledged to secure public deposits.

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NOTE 3 – LOANS HELD FOR INVESTMENT, NET

The components of loans held for investment, net in the consolidated balance sheets were as follows:

March 31, 2018

December 31, 2017

Amount

Percent

Amount

Percent

Loans held for investment, net:

Commercial real estate

212,600,568

81.0%

214,871,788

82.0%

One- to four-family residential real estate

29,940,894

11.4

29,114,060

11.1

Commercial and industrial

13,543,545

5.2

12,296,308

4.7

Consumer and other

6,416,918

2.4

5,740,352

2.2

Total gross loans

262,501,925

100.0%

262,022,508

100.0%

Unamortized loan fees

(1,023,195

)

(1,009,722

)

Loans held for investment

261,478,730

261,012,786

Allowance for loan losses

(3,122,170

)

(3,117,190

)

Loans held for investment, net

258,356,560

257,895,596

At March 31, 2018 and December 31, 2017 loans held for investment includes construction loans of $13.7 million and $14.7 million, respectively. Commercial real estate construction loans were $12.3 million and $13.4 million at March 31, 2018 and December 31, 2017, respectively. One- to four-family residential real estate construction loans were $1.4 million and $1.3 million as of March 31, 2018 and December 31, 2017, respectively.

Allowance for Loan Losses and Recorded Investment in Loans – The following is a summary of the allowance for loan losses and recorded investment in loans as of March 31, 2018 and December 31, 2017:

As of March 31, 2018

Commercial Real

Estate

One- to Four-

Family Residential

Real Estate

Commercial and

Industrial

Consumer and

Other

Total

Allowance for loan losses

Ending balance: individually evaluated for impairment

215,000

Ending balance: collectively evaluated for impairment

1,851,285

503,295

514,307

38,283

2,907,170

Total

2,066,285

503,295

514,307

38,283

3,122,170

Gross loans

Ending balance: individually evaluated for impairment

3,709,122

710,795

1,274,710

5,694,627

Ending balance: collectively evaluated for impairment

208,891,446

29,230,099

12,268,835

6,416,918

256,807,298

Total

212,600,568

29,940,894

13,543,545

6,416,918

262,501,925

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As of December 31, 2017

Commercial Real

Estate

One- to Four-

Family Residential

Real Estate

Commercial and

Industrial

Consumer and

Other

Total

Allowance for loan losses

Ending balance: individually evaluated for impairment

Ending balance: collectively evaluated for impairment

2,055,911

567,290

462,406

31,583

3,117,190

Total

2,055,911

567,290

462,406

31,583

3,117,190

Gross loans

Ending balance: individually evaluated for impairment

3,483,078

679,184

1,274,710

5,436,972

Ending balance: collectively evaluated for impairment

211,388,710

28,434,876

11,021,598

5,740,352

256,585,536

Total

214,871,788

29,114,060

12,296,308

5,740,352

262,022,508

The following is a summary of activities for the allowance for loan losses for the three months ended March 31, 2018 and 2017:

Commercial Real

Estate

One- to Four-

Family

Residential Real

Estate

Commercial and

Industrial

Consumer and

Other

Total

Balance December 31, 2017

2,055,911

567,290

462,406

31,583

3,117,190

Provision for loan losses

10,374

(46,975

)

51,901

6,700

22,000

Charge-offs

(23,269

)

(23,269

)

Recoveries

6,249

Net recoveries

(17,020

)

(17,020

)

Balance March 31, 2018

2,066,285

503,295

514,307

38,283

3,122,170

Balance December 31, 2016

1,688,448

617,912

147,371

52,302

2,506,033

Provision for loan losses

120,158

3,488

152,397

(26,043

)

250,000

Charge-offs

Recoveries

1,200

6,250

7,450

Net recoveries (charge-offs)

1,200

6,250

7,450

Balance March 31, 2017

1,809,806

627,650

299,768

26,259

2,763,483

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Nonperforming Assets – The following tables present an aging analysis of the recorded investment of past due loans as of March 31, 2018 and December 31, 2017. Payment activity is reviewed by management on a monthly basis to determine the performance of each loan. Per Company policy, loans past due 90 days or more no longer accrue interest.

Past Due

Total

90 Days

Financing

30 - 59 Days

60 - 89 Days

or More

Total

Current

Receivables

March 31, 2018

Commercial real estate

2,893,412

265,711

550,000

3,709,123

208,891,445

212,600,568

One- to four-family residential real estate

818,516

60,330

181,101

1,059,947

28,880,947

29,940,894

Commercial and industrial

1,274,710

12,268,835

13,543,545

Consumer and other

6,416,918

Totals

3,711,928

326,041

2,005,811

6,043,780

256,458,145

262,501,925

Past Due

Total

90 Days

Financing

30 - 59 Days

60 - 89 Days

or More

Total

Current

Receivables

December 31, 2017

Commercial real estate

246,154

550,000

796,154

214,075,634

214,871,788

One- to four-family residential real estate

235,561

116,977

525,532

878,070

28,235,990

29,114,060

Commercial and industrial

1,274,710

11,021,598

12,296,308

Consumer and other

5,740,352

Totals

481,715

116,977

2,350,242

2,948,934

259,073,574

262,022,508

The following table sets forth nonaccrual loans and other real estate at March 31, 2018 and December 31, 2017:

	March 31,			December 31,
	2018			2017

Nonaccrual loans
Commercial real estate	$	3,709,122		$	3,483,078
One- to four-family residential real estate		710,795			679,184
Commercial and industrial		1,274,710			1,274,710
Consumer and other		-			-
Total nonaccrual loans		5,694,627			5,436,972
Other real estate (ORE)		-			-

Total nonperforming assets	$	5,694,627		$	5,436,972

Nonperforming assets to gross loans held for investment and ORE		2.17	%		2.08	%
Nonperforming assets to total assets		1.67	%		1.62	%

Two large loan relationships partially secured by real estate comprise $4.6 million, or 80.7%, of the $5.7 million in nonaccrual loans at March 31, 2018. $3.6 million, or 63.2%, of the total March 31, 2018 nonaccrual loan balance is guaranteed by the Small Business Administration ("SBA").

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Credit Quality Indicators – The following table represents the credit exposure by internally assigned grades at March 31, 2018 and December 31, 2017. This grading analysis estimates the capability of the borrower to repay the contractual obligations of the loan agreements in accordance with the loan terms. The Bank’s internal credit risk grading system is based on management’s experiences with similarly graded loans. Credit risk grades are reassessed each quarter based on any recent developments potentially impacting the creditworthiness of the borrower, as well as other external statistics and factors, which may affect the risk characteristics of the respective loan.

As of March 31, 2018

Commercial Real

Estate

One- to Four-

Family

Residential Real

Estate

Commercial and

Industrial

Consumer and

Other

Total

Grade

Pass

204,977,160

28,255,185

11,953,340

6,251,066

251,436,751

Special mention

1,877,899

Substandard

5,195,509

1,685,709

1,590,205

165,852

8,637,275

Doubtful

550,000

Loss

Totals

212,600,568

29,940,894

13,543,545

6,416,918

262,501,925

As of December 31, 2017

Commercial Real

Estate

One- to Four-

Family

Residential Real

Estate

Commercial and

Industrial

Consumer and

Other

Total

Grade

Pass

208,395,458

27,400,698

10,624,210

5,568,633

251,988,999

Special mention

911,571

43,382

954,953

Substandard

5,014,759

1,669,980

1,672,098

171,719

8,528,556

Doubtful

550,000

Loss

Totals

214,871,788

29,114,060

12,296,308

5,740,352

262,022,508

The Bank’s internally assigned grades are as follows:

Pass – Strong credit with no existing or known potential weaknesses deserving of management’s close attention.

Special Mention – Potential weaknesses that deserve management’s close attention. Borrower and guarantor’s capacity to meet all financial obligations is marginally adequate or deteriorating.

Substandard – Inadequately protected by the paying capacity of the Borrower and/or collateral pledged. The borrower or guarantor is unwilling or unable to meet loan terms or loan covenants for the foreseeable future.

Doubtful – All the weakness inherent in one classified as substandard with the added characteristic that those weaknesses in place make the collection or liquidation in full, on the basis of current conditions, highly questionable and improbable.

Loss – Considered uncollectible or no longer a bankable asset. This classification does not mean that the asset has absolutely no recoverable value. In fact, a certain salvage value is inherent in these loans. Nevertheless, it is not practical or desirable to defer writing off a portion or whole of a perceived asset even though partial recovery may be collected in the future.

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Impaired Loans – The following tables include the recorded investment and unpaid principal balances, net of charge-offs for impaired loans with the associated allowance amount, if applicable. Management determined the allocated allowance based on the present value of expected future cash flows, discounted at the loan’s effective interest rate, except when the remaining source of repayment for the loan is the operation or liquidation of the collateral. In those cases, the current fair value of the collateral, less selling costs was used to determine the allocated allowance recorded.

As of, and for the Three Months Ended, March 31, 2018

Principal

Average

Recorded

Net of

Recorded

Investment

Charge-offs

Allowance

Investment

With no related allowance recorded:

Commercial real estate

3,159,122

3,196,492

One- to four-family residential real estate

710,795

746,539

Commercial and industrial

1,274,710

1,297,740

Consumer and other

5,144,627

5,240,771

With an allowance recorded:

550,000

215,000

550,000

5,694,627

215,000

5,790,771

Total:

Commercial real estate

3,709,122

215,000

3,746,492

One- to four-family residential real estate

710,795

746,539

Commercial and industrial

1,274,710

1,297,740

Consumer and other

5,694,627

215,000

5,790,771

As of, and for the Year Ended, December 31, 2017

Principal

Average

Recorded

Net of

Recorded

Investment

Charge-offs

Allowance

Investment

With no related allowance recorded:

Commercial real estate

3,483,078

3,521,421

One- to four-family residential real estate

679,184

684,632

Commercial and industrial

1,274,710

1,297,740

Consumer and other

5,436,972

5,503,793

With an allowance recorded:

Total:

Commercial real estate

3,483,078

3,521,421

One- to four-family residential real estate

679,184

684,632

Commercial and industrial

1,274,710

1,297,740

Consumer and other

5,436,972

5,503,793

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During the three months ended March 31, 2018 and 2017, no interest income was recognized on nonaccrual loans as interest collected was credited to loan principal.

Certain loans within the Company’s loan and ORE portfolios are guaranteed by the Veterans Administration (VA). In the event of default by the borrower, the VA can elect to pay the guaranteed amount or take possession of the property. If the VA takes possession of the property, the Company is entitled to be reimbursed for the outstanding principal balance, accrued interest and certain other expenses. There were no commitments from the VA to take title to foreclosed VA properties at March 31, 2018 and December 31, 2017.

Troubled Debt Restructurings – Restructured loans are considered “troubled debt restructurings” if due to the borrower’s financial difficulties, the Bank has granted a concession that they would not otherwise consider. This may include a transfer of real estate or other assets from the borrower, a modification of loan terms, rates, or a combination of the two. All troubled debt restructurings placed on nonaccrual status must show no less than six consecutive months of repayment performance by the borrower in accordance with contractual terms to return to accrual status. Once a loan has been identified as a troubled debt restructuring, it will continue to be reported as such until the loan is paid in full.

There were no troubled debt restructurings as of March 31, 2018 or December 31, 2017.

In the normal course of business, the Company may modify a loan for a credit-worthy borrower where the modified loan is not considered a troubled debt restructuring. In these cases, the modified terms are consistent with loan terms available to credit-worthy borrowers and within normal loan pricing. The modifications to such loans are done according to existing underwriting standards which include review of historical financial statements, including current interim information if available, an analysis of the causes of the borrower’s decline in performance, and projections intended to assess repayment ability going forward.

NOTE 4 – FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK

In the normal course of business, the Bank has outstanding commitments to extend credit and standby letters of credit, which are not included in the accompanying consolidated financial statements. The Bank’s exposure to credit loss in the event of nonperformance by the other party to the financial instruments for commitments to extend credit and standby letters of credit is represented by the contractual or notional amount of those instruments. The Bank uses the same credit policies in making commitments as it does for instruments that are included in the consolidated balance sheets.

Financial instruments whose contract amounts represent off-balance-sheet credit risk are as follows as of March 31, 2018 and December 31, 2017:

	March 31,		December 31,
	2018		2017

Commitments to originate and sell mortgage loans	$	37,833,362	$	27,440,793
Commitments to extend credit		32,356,902		23,425,182
Unused lines of credit		13,819,328		13,576,993
Standby letters of credit		125,000		125,000
Totals	$	84,134,592	$	64,567,968

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management’s credit evaluation. Collateral held varies by and may include accounts receivable, inventory, property and equipment, and income-producing commercial properties.

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Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third-party. Standby letters of credit generally have fixed expiration dates or other termination clauses and may require payment of a fee. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Bank’s policy for obtaining collateral, and the nature of such collateral, is essentially the same as that involved in making commitments to extend credit.

NOTE 5 – REGULATORY MATTERS

Bank 34 is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and discretionary actions by regulators that if undertaken, could have a direct material effect on the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines involving quantitative measures of the Bank’s assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk-weightings and other factors.

The Basel III regulatory capital framework (the "Basel III Capital Rules") adopted by U.S. federal regulatory authorities, among other things, (i) establish the capital measure called "Common Equity Tier 1" ("CET1"), (ii) specify that Tier 1 capital consist of CET1 and "Additional Tier 1 Capital" instruments meeting stated requirements, (iii) define CET1 narrowly by requiring that most deductions/adjustments to regulatory capital measures be made to CET1 and not to the other components of capital and (iv) set forth the acceptable scope of deductions/adjustments to the specified capital measures. The Basel III Capital Rules became effective for us on January 1, 2015 with certain transition provisions fully phased in on January 1, 2019.

Additionally, the Basel III Capital Rules require that we maintain a capital conservation buffer with respect to each of the CET1, Tier 1 and total capital to risk-weighted assets, which provides for capital levels that exceed the minimum risk-based capital adequacy requirements. The capital conservation buffer is subject to a three-year phase-in period that began on January 1, 2016 and will be fully phased in on January 1, 2019 at 2.5%. The required phase-in capital conservation buffer during 2018 is 1.875% and was 1.25% during 2017. A financial institution with a conservation buffer of less than the required amount is subject to limitations on capital distributions, including dividend payments and stock repurchases, and certain discretionary bonus payments to executive officers.

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios of total risk-based capital and Tier 1 capital to risk-weighted assets, and Tier 1 capital to adjusted total assets. Management believes, as of March 31, 2018 and December 31, 2017, the Bank meets all capital adequacy requirements to which it is subject.

Banks and bank holding companies are also subject to certain restrictions on the amount of dividends that they may declare without prior regulatory non-objection.

As of March 31, 2018, the Bank was categorized as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank has to maintain minimum total risk-based, Tier 1 risk-based, and Tier 1 leverage ratios as disclosed in the table below. There are no conditions or events that management believes have changed the Bank’s prompt corrective action category.

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The Bank’s actual and required capital amounts and ratios are as follows:

To be Well

Capitalized Under

For Capital

Prompt Corrective

Actual

Adequacy Purposes

Action Provisions

Amount

Ratio

Amount

Ratio

Amount

Ratio

(Dollars in thousands)

As of March 31, 2018:

Total Capital (to Risk-Weighted Assets)

45,629

17.34

21,051

>8.00

26,314

>10.00

Tier I Capital (to Risk-Weighted Assets)

42,339

12.49

20,339

>6.00

27,119

>8.00

Common Equity Tier 1 Capital (to Risk-Weighted Assets)

42,339

16.09

11,841

>4.50

17,104

>6.50

Tier I Capital (to Average Assets)

42,339

16.09

10,526

>4.00

13,157

>5.00

As of December 31, 2017:

Total Capital (to Risk-Weighted Assets)

45,076

17.21

20,950

>8.00

26,187

>10.00

Tier I Capital (to Risk-Weighted Assets)

41,800

15.96

15,712

>6.00

20,950

>8.00

Common Equity Tier 1 Capital (to Risk-Weighted Assets)

41,800

15.96

11,784

>4.50

17,022

>6.50

Tier I Capital (to Average Assets)

41,800

11.96

14,011

>4.00

17,514

>5.00

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NOTE 6 – EQUITY-BASED COMPENSATION

The Company has fully vested stock options outstanding under the 2001 Stock Option Plan and unvested stock options and restricted stock awards under the 2017 Equity Incentive Plan.

A summary of stock option activity during the three months ended March 31, 2018 and 2017 is presented below:

For the Three Months Ended March 31, 2018

Average

Weighted-

Remaining

Average

Contractual

Shares

Exercise Price

Term (years)

Outstanding, December 31, 2017

207,108

14.18

6.2

Granted

5,000

15.48

Exercised

Forfeited or expired

(1,002

)

14.90

Outstanding, March 31, 2018

211,106

14.28

5.9

Exercisable, March 31, 2018

28,456

9.65

1.3

For the Three Months Ended March 31, 2017

Average

Weighted-

Remaining

Average

Contractual

Exercise Price

Term (years)

Outstanding, December 31, 2016

34,190

9.65

2.3

Granted

Exercised

Forfeited or expired

Outstanding, March 31, 2017

34,190

9.65

2.3

Exercisable, March 31, 2017

34,190

9.65

2.3

The grant date fair value of stock options awarded in the quarter ended March 31, 2018 was $4.04 using the Black-Scholes-Merton options pricing model with the following inputs and assumptions:

Grant date stock price		$15.48
Dividend yield		0.00%
Expected volatility		19.55%
Risk-free interest rate		2.75%
Expected life in years		6

As of March 31, 2018, there was $549,000 of total unrecognized cost related to unvested stock options granted under the 2017 Equity Incentive Plan that is expected to be recognized over a 5-year period.

The Company had 75,179 restricted stock awards outstanding at March 31, 2018 including 429 granted in the three months ended March 31, 2018. There were 74,750 restricted stock awards outstanding at December 31, 2017.

Stock-based expense for the three months ended March 31, 2018 was $86,000 of which $60,000 was charged to stock-based compensation expense and $26,000 was charged to stock-based other noninterest expense. There was no stock-based expense for the three months ended March 31, 2017.

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NOTE 7 – FAIR VALUES OF FINANCIAL INSTRUMENTS

The following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at March 31, 2018 and December 31, 2017.

Available-for-sale Securities – Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities include highly-liquid government bonds, mortgage products and exchange-traded equities. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics or discounted cash flows. Level 2 securities include certain collateralized mortgage and debt obligations and certain municipal securities. In certain cases, where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy and include certain residual municipal securities and other less liquid securities.

Loans Held for Sale – The fair value of loans held for sale is based on quoted market prices from the Federal Home Loan Mortgage Corp ("FHLMC"). FHLMC quotes are updated daily and represent prices at which loans are exchanged in high volumes and in a liquid market.

Other Real Estate – Other real estate is fair valued under Level 3 based on property appraisals less estimated disposition costs, which include both observable and unobservable inputs, at the time of transfer and as appropriate thereafter.

Derivative Financial Instruments - The fair value of mortgage derivatives is estimated based upon changes in mortgage interest rates from the date the interest rate on the loan is locked. The fair value of interest rate lock commitments is based upon the expected sales price using market prices of similar loans less estimated costs still to be incurred adjusted for projected fall out. Forward commitment values are received from national broker counterparties.

Impaired Loans – Periodically, the Bank records nonrecurring adjustments to the carrying value of loans held for investment based on fair value measurements for loans subject to impairment. The fair value of impaired loans is typically determined using a combination of observable inputs, such as interest rates, contract terms, appraisals of collateral supporting the loan and recent comparable sales of similar properties, and unobservable inputs such as creditworthiness, disposition costs and underlying cash flows associated with the loan. Since the estimates of fair value utilized for loans also involve unobservable inputs, valuations of impaired loans have been classified as Level 3.

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The following table sets forth by level, within the fair value hierarchy, the Company’s assets at fair value:

Fair Value Measurements Using

Quoted Prices

Significant

in Active

Other

Significant

Markets for

Observable

Unobservable

Identical Assets

Inputs

Level 1

Level 2

Level 3

Fair Value

March 31, 2018

Recurring basis

Mortgage-backed securities

22,655,713

U.S. Government agencies

1,780,336

Municipal obligations

1,659,611

Loans held for sale

15,260,895

Derivative IRLC's

475,735

Derivative forward commitments

(64,609

)

(64,609

)

Nonrecurring basis

Impaired loans

5,479,627

Totals

41,291,946

5,955,362

47,247,308

December 31, 2017

Recurring basis

Mortgage-backed securities

20,768,592

U.S. Government agencies

1,957,783

Municipal obligations

1,673,506

Loans held for sale

15,423,670

Derivative IRLC's

183,087

Derivative forward commitments

(15,820

)

(15,820

)

Nonrecurring basis

Impaired loans

5,436,972

Totals

39,807,731

5,620,059

45,427,790

The fair values of certain of these instruments were calculated by discounting expected cash flows, which involves significant judgments by management and uncertainties. Fair value is the estimated amount at which financial assets or liabilities could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Because no market exists for certain of these financial instruments and because management does not intend to sell these financial instruments, the Bank does not know whether the fair values shown represent values at which the respective financial instruments could be sold individually or in the aggregate.

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The following table presents the significant unobservable inputs used in the fair value measurements for Level 3 financial assets measured on a non-recurring basis:

Fair Value

Valuation

Methodologies

Valuation Model

Unobservable

Input

Valuation

At March 31, 2018

Impaired loans

Commercial real estate

3,494,122

Appraisal

Appraisal discount and estimated selling costs

18%

One- to four-family residential real estate

710,795

Appraisal

Appraisal discount and estimated selling costs

18%

Commercial and industrial

1,274,710

Appraisal

Appraisal discount and estimated selling costs

18%

5,479,627

At December 31, 2017

Impaired loans

Commercial real estate

3,483,078

Appraisal

Appraisal discount and estimated selling costs

18%

One- to four-family residential real estate

679,184

Appraisal

Appraisal discount and estimated selling costs

18%

Commercial and industrial

1,274,710

Appraisal

Appraisal discount and estimated selling costs

18%

5,436,972

In addition, derivative Interest Rate Lock Commitment ("IRLC") fair values are derived using internal pricing models. Such models use pull-through rates (which are considered significant unobservable inputs), the weighted average of which was 81% and 77% as of March 31, 2018 and December 31, 2017, respectively.

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The following tables present estimated fair values of the Company’s financial instruments at March 31, 2018 and December 31, 2017.

Quoted Prices

Significant

in Active

Other

Significant

Markets for

Observable

Unobservable

Carrying

Identical Assets

Inputs

Amount

Fair Value

Level 1

Level 2

Level 3

(Dollars in thousands)

At March 31, 2018

Financial assets:

Cash and due from banks

4,762

Interest-bearing deposits with banks

7,580

Available-for-sale securities

26,096

Loans held for sale

15,261

Loans held for investment, net

258,357

258,197

Derivative IRLCs

475,735

Derivative forward commitments

(64,609

)

(64,609

)

(64,609

)

Stock in financial institutions

3,843

Financial liabilities:

Demand deposits, savings and NOW deposits

174,580

165,716

Time deposits

67,229

66,995

Federal Home Loan Bank advances

45,000

45,133

At December 31, 2017

Financial assets:

Cash and due from banks

4,988

Interest-bearing deposits with banks

4,885

Available-for-sale securities

24,400

Loans held for sale

15,424

Loans held for investment, net

257,896

257,937

Stock in financial institutions

3,826

Financial liabilities:

Demand deposits, savings and NOW deposits

172,512

168,080

Time deposits

63,049

63,076

Federal Home Loan Bank advances

45,000

45,176

The following methods and assumptions were used to estimate the fair value of the additional classes of financial instruments shown:

Cash and Due from Banks, Interest-Bearing Deposits with Banks and Stock in Financial Institutions – The carrying amount approximates fair value.

Deposits and Federal Home Loan Bank (FHLB) Advances – Deposits include demand deposits, savings accounts, NOW accounts and money market deposits. The carrying amount approximates fair value. The fair value of fixed-maturity time deposits and FHLB advances is estimated using a discounted cash flow calculation that applies the rates currently offered for deposits and advances of similar remaining maturities.

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NOTE 8 – EARNINGS (LOSS) PER SHARE

The two-class method is used in the calculation of basic and diluted earnings per share. Under the two-class method, earnings available to common shareholders for the period are allocated between common shareholders and participating securities according to dividends declared (or accumulated) and participation rights in undistributed earnings. The factors used in the earnings per share computation follow:

	Three Months Ended March 31,
	2018			2017

Basic:
Net income (loss) available to common shareholders	$	370,627		$	(197,750	)
Less: Earnings allocated to participating securities		(8,495	)		-

Net income (loss) allocated to common shareholders	$	362,132		$	(197,750	)

Weighted-average common shares outstanding including participating securities		3,444,390			3,438,190
Less: Average participating securities		(74,907	)		-
Less: Average unallocated ESOP Shares		(176,102	)		(181,887	)

Average shares		3,193,381			3,256,303

Basic earnings per common share	$	0.11		$	(0.06	)

Diluted:
Net income allocated to common shareholders	$	362,132		$	(197,750	)

Weighted-average common shares outstanding for basic earnings per common share		3,193,381			3,256,303
Add: Dilutive effects of assumed exercises of stock options		13,745			-

Weighted average shares and dilutive potential common shares		3,207,126			3,256,303

Diluted earnings per common share	$	0.11		$	(0.06	)

Participating securities are restricted stock awards since they participate in common stock dividends. Stock options for 34,190 shares of common stock were not considered in computing diluted earnings per common share for the three months ended March 31, 2017 because they were antidilutive. There were no stock options considered antidilutuve for the three months ended March 31, 2018.

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NOTE 9 –SUBSEQUENT EVENT - DIVIDEND

On April 11, 2018, Bancorp 34’s Board of Directors declared a special cash dividend of $1.25 per share. The special dividend will be paid on May 9, 2018 to stockholders of record as of April 25, 2018. In addition to the reduction in equity that will result from the payment of the special dividend, the Company expects to incur expense of $94,000 related to the payment of dividends on unvested restricted stock.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s discussion and analysis of financial condition at March 31, 2018 and December 31, 2017 and results of operations for the three months ended March 31, 2018 and 2017 is intended to assist in understanding the financial condition and results of operations of the Company. The information contained in this section should be read in conjunction with the Unaudited Consolidated Financial Statements and the notes thereto, appearing in Part 1, Item 1 of this report.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this document that are not historical facts may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (referred to as the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (referred to as the Securities Exchange Act), and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You can identify these statements from the use of the words “may,” “will,” “should,” “could,” “would,” “plan,” “potential,” “estimate,” “project,” “tend,” “believe,” “intend,” “anticipate,” “expect,” “target” and similar expressions.

These forward-looking statements are subject to significant risks, assumptions and uncertainties, including among other things, changes in general economic and business conditions. Because of these and other uncertainties, Bancorp 34’s actual results, performance or achievements, or industry results, may be materially different from the results indicated by these forward-looking statements. You should not place undue reliance on any forward-looking statements, which speak only as of the dates on which they were made. Bancorp 34 is not undertaking an obligation to update these forward-looking statements, even though its situation may change in the future, except as required under federal securities law. Bancorp 34 qualifies all of its forward-looking statements by these cautionary statements.

Critical Accounting Policies

Critical accounting policies are those that involve significant judgments and assumptions by management and that have, or could have, a material impact on our income or the carrying value of our assets. Our critical accounting policies are those related to our allowance for loan losses, the evaluation of other-than-temporary impairment of investment securities, the valuation of and our ability to realize deferred tax assets and the measurement of fair values of financial instruments.

Allowance for Loan Losses. The allowance for loan losses is calculated with the objective of maintaining an allowance necessary to absorb credit losses inherent in the loan portfolio. Management’s determination of the adequacy of the allowance is based on periodic evaluations of the loan portfolio and other relevant factors. However, this evaluation is inherently subjective, as it requires an estimate of the loss content for each risk rating and for each impaired loan, an estimate of the amounts and timing of expected future cash flows, and an estimate of the value of collateral.

We have established a systematic method of periodically reviewing the credit quality of the loan portfolio in order to establish an allowance for loan losses. The allowance for loan losses is based on our current judgments about the credit quality of individual loans and segments of the loan portfolio. The allowance for loan losses is established through a provision for loan losses based on our evaluation of the probable losses inherent in the loan portfolio, and considers all known internal and external factors that affect loan collectability as of the reporting date. Our evaluation, which includes a review of loans on which full collectability may not be reasonably assured, considers among other matters, the estimated net realizable value or the fair value of the underlying collateral, economic conditions, historical loan loss experience, our knowledge of inherent losses in the portfolio that are probable and reasonably estimable and other factors that warrant recognition in providing an appropriate loan loss allowance. Management believes this is a critical accounting policy because this evaluation involves a high degree of complexity and requires us to make subjective judgments that often require assumptions or estimates about various matters.

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The allowance for loan losses consists primarily of specific allocations and general allocations. Specific allocations are made for loans that are determined to be impaired. Impairment is measured by determining the present value of expected future cash flows or, for collateral-dependent loans, the fair value of the collateral, including adjustments for market conditions and selling expenses. The general allocation is determined by segregating the remaining loans by type of loan, risk weighting and payment history. We also analyze delinquency trends, general economic conditions, trends in historical loss experience, and geographic and industry concentrations. This analysis establishes factors that are applied to the loan groups to determine the amount of the general allowance. The principal assumption used in calculating the allowance for loan losses is the estimate of loss for each risk rating. Actual loan losses may be significantly more than the allowance we have established, which could have a material negative effect on our financial results.

Other-Than-Temporary Impairment. Securities are evaluated on at least a quarterly basis, to determine whether a decline in their value is other-than-temporary. In estimating other-than-temporary impairment losses, management considers (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) whether or not we intend to sell or expect that it is more likely than not that we will be required to sell the investment security prior to an anticipated recovery in fair value. Once a decline in value for a debt security is determined to be other than temporary, the other-than-temporary impairment is separated in (a) the amount of total other-than-temporary impairment related to a decrease in cash flows expected to be collected from the debt security (the credit loss) and (b) the amount of other-than-temporary impairment related to all other factors. The amount of the total other-than-temporary impairment related to credit loss is recognized in operations. The amount of other-than-temporary impairment related to other factors is recognized in other comprehensive income (loss).

Valuation of Deferred Tax Assets. As a result of the reduction in the Federal corporate tax rate effective in 2018 under the Tax Cuts and Jobs Act signed into law in December 2017, income tax expense for 2017 includes a $1.2 million deferred tax asset re-measurement adjustment. Effective December 31, 2016, we reversed 100% of our net deferred tax asset valuation allowances and recognized an income tax benefit based upon our assessment of net deferred tax assets that are more-likely-than-not to be realized. The net deferred tax asset had been offset by an equal valuation allowance from June 2012 through November 2016. In evaluating our ability to realize deferred tax assets, management considers all positive and negative information, including our past operating results and our forecast of future taxable income. In determining future taxable income, management utilizes a budget process that makes business assumptions and the implementation of feasible and prudent tax planning strategies, if any. These assumptions require us to make judgments about our future taxable income that are consistent with the plans and estimates we use to manage our business. Any change in estimated future taxable income or effective tax rates may result in changes to the carrying balance of our net deferred tax assets which would result in an income tax benefit or expense in the same period.

Fair Value Measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. A three-level of fair value hierarchy prioritizes the inputs used to measure fair value:

●

Level 1 – Quoted prices in active markets for identical assets or liabilities; includes certain U.S. Treasury and other U.S. Government agency debt that is highly liquid and actively traded in over-the-counter markets.

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●

Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

●

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

Average Balance Sheets

The following table sets forth average balances, average yields and costs, and certain other information for the periods indicated. Tax-equivalent yield adjustments have not been made for tax-exempt securities, as the effect thereof was not material. All average balances are daily average balances. Non-accrual loans were included in the computation of average balances, but have been reflected in the table as loans carrying a zero yield. The yields set forth below include the effect of deferred fees, discounts and premiums that are amortized or accreted to interest income.

	Three Months Ended March 31,
	2018								2017
	Average								Average
	Outstanding					Yield/			Outstanding					Yield/
	Balance			Interest		Rate			Balance			Interest		Rate
	(Dollars in thousands)
Interest-earning assets:
Loans	$	273,362		$	3,876		5.75	%	$	254,742		$	3,438		5.47	%
Securities		26,927			149		2.24	%		30,689			130		1.72	%
Other interest earning assets		15,705			67		1.73	%		4,879			54		11.65	%
Total interest-earning assets		315,994			4,092		5.25	%		290,310			3,622		5.06	%
Noninterest-earning assets		23,679								37,164
Total assets	$	339,673							$	327,474

Interest-bearing liabilities:
Checking, money market, and savings accounts	$	130,535		$	282		0.88	%	$	125,523		$	240		0.78	%
Certificate of deposit		66,843			212		1.29	%		62,024			136		0.89	%
Interest bearing deposits		197,378			494		1.02	%		187,547			376		0.81	%
Advances from FHLB of Dallas		41,222			149		1.47	%		49,366			103		0.85	%
Total interest-bearing liabilities		238,600			643		1.09	%		236,913			479		0.82	%
Non-interest bearing deposits		45,712								43,247
Non-interest bearing liabilities		4,461								5,257
Total liabilities		288,773								285,417
Stockholders' equity		50,900								42,057
Total liabilities and stockholders' equity	$	339,673							$	327,474

Net interest income				$	3,449							$	3,143
Net interest rate spread (1), (2)							4.16	%							4.24	%
Net interest-earning assets (3)	$	77,394							$	53,397

Net interest margin (4)							4.43	%							4.39	%
Average interest-earning assets to average interest-bearing liabilities		132.44	%							122.54	%

	(1)	Yield/Rate for the three- month periods have been annualized.
	(2)	Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate of interest-bearing liabilities.
	(3)	Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.
	(4)	Net interest margin represents net interest income as a percentage of average total interest-earning assets.

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Comparison of Financial Condition at March 31, 2018 and December 31, 2017

Cash and cash equivalents increased $2.5 million, or 25%, to $12.3 million at March 31, 2018 from $9.9 million at December 31, 2017. The increase is due to higher overall deposits, partially offset by the funding of higher levels of available-for-sale investments and loans.

Available-for-sale securities increased $1.7 million, or 6.9%, to $26.1 million during the three months ended March 31, 2018, as certain proceeds from December 2017 sales of underwater securities were reinvested in similar securities with higher yields. The December 2017 sales of underwater securities were made in order to take advantage of higher tax rates in 2017.

Loans held for sale at March 31, 2018 totaled $15.3 million, consisting entirely of residential mortgage loans. We currently sell a significant majority of our residential mortgage loans in the secondary market. At December 31, 2017, loans held for sale totaled $15.4 million. The balances at any date vary based upon the timing and volume of current loan originations and sales.

Loans held for investment increased $466,000, or 0.2%, to $261.5 million at March 31, 2018 from $261.0 million at December 31, 2017, due to organic growth. During the quarter ended March 31, 2018, commercial real estate loans decreased to 81.0% of the gross loan portfolio from 82.0%, while one- to four-family residential real estate loans increased to 11.4% of the portfolio from 11.1%.

The core deposit intangible decreased $13,000 to $208,000 at March 31, 2018 from $221,000 at December 31, 2017, reflecting normal amortization.

Total deposits increased $6.2 million, or 2.7%, to $241.8 million at March 31, 2018 from $235.6 million at December 31, 2017. The increase included a $4.8 million, or 12.8% increase in non-interest bearing demand deposits and a $4.2 million, or 6.6% increase in time deposits, partially offset by a $2.7 million, or 2.0% decrease in savings and NOW deposits.

Borrowings, consisting solely of Federal Home Loan Bank advances, remained the same at $45.0 million at March 31, 2018 and at December 31, 2017. We utilize short-term borrowings to fund loans held for sale and loans held for investment.

Total stockholders’ equity decreased $1.4 million, or 2.7%, to $49.6 million at March 31, 2018 from $51.0 million at December 31, 2017. The decrease was primarily due to $1.6 million used to repurchase common stock during the first quarter of 2018, partially offset by $371,000 of net income during the same period.

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Comparison of Operating Results for the Three Months Ended March 31, 2018 and 2017

General. We had net income of $371,000 in the three months ended March 31, 2018, compared to a net loss of $198,000 for the three months ended March 31, 2017.

Interest Income. Interest income increased $470,000, or 13.0%, to $4.1 million for the three months ended March 31, 2018 from $3.6 million for the three months ended March 31, 2017. The increase was due to a $25.7 million, or 8.8%, increase in average interest-earning assets and a 19 basis point increase in average yields, partially offset by a change in asset mix as loans, our highest yielding assets, decreased to 86.5% of average interest-earning assets from 87.7% of average interest-earning assets. Loan and securities interest rates improved in 2018 over 2017 due to the higher interest rate environment. The yield on average interest-earning assets increased 19 basis points to 5.25% for the three months ended March 31, 2018 from 5.06% for the three months ended March 31, 2017 due primarily to the 28 basis point increase in loan yield. Interest and fees on loans increased $438,000, or 12.7%, to $3.9 million for the three months ended March 31, 2018, from $3.4 million for the three months ended March 31, 2017. Interest income on loans increased due primarily to an $18.6 million, or 7.3%, increase in average loan balances due to organic growth and a 28 basis point increase in yield. Interest on securities increased $19,000, or 14.6%, for the three months ended March 31, 2018 compared to the first three months of 2017. The average balance of securities decreased $3.8 million, or 12.3%, to $26.9 million for the three months ended March 31, 2018, compared to $30.7 million for the three months ended March 31, 2017, and the average yield increased 52 basis points from 1.72% for the three months ended March 31, 2017 to 2.24% for the three months ended March 31, 2018.

Interest Expense. Interest expense increased $164,000, or 34.2%, to $643,000 for the three months ended March 31, 2018 from $479,000 for the three months ended March 31, 2017. The increase was primarily the result of an increase in interest expense on deposits, which increased $118,000 to $494,000 for the three months ended March 31, 2018 from $376,000 for the three months ended March 31, 2017. The average balance of advances from the FHLB of Dallas decreased $8.1 million, or 16.5%, from the quarter ended March 31, 2017 to the quarter ended March 31, 2018 and the average rate paid increased 62 basis points from 85 basis points in the first quarter of 2017 to 1.47% in the first quarter of 2018.

Interest paid on savings and NOW deposits increased $42,000, or 17.5%, to $282,000 for the three months ended March 31, 2018 from $240,000 for the three months ended March 31, 2017. The average rate we paid on such deposit accounts increased 10 basis points to 0.88% for the three months ended March 31, 2018 from 0.78% for the three months ended March 31, 2017 and the average balance increased $5.0 million, or 4.0%, to $130.5 million for the three months ended March 31, 2018 from $125.5 million for the three months ended March 31, 2017. The average rates we pay on deposits is considerably higher in the Arizona market.

Net Interest Income. Net interest income increased $306,000, or 9.7%, to $3.4 million for the three months ended March 31, 2018 from $3.1 million for the three months ended March 31, 2017, as a result of a higher balance of net interest-earning assets, partially offset by an eight basis point decrease in net interest rate spread. Our average net interest-earning assets increased by $24.0 million, or 44.9%, to $77.4 million for the three months ended March 31, 2018 from $53.4 million for the three months ended March 31, 2017 due primarily to organic growth. Our net interest rate spread decreased by eight basis points to 4.16% for the three months ended March 31, 2018 from 4.24% for the three months ended March 31, 2017, as the loan yield increased to 5.75% of our average loans, for the three months ended March 31, 2018, compared to 5.47% in loan yield for the comparable quarter in 2017. Our cost of borrowings increased to 1.47% for the quarter ended March 31, 2018 from 0.85% for the quarter ended March 31, 2017 due to the increase in short-term interest rates following the 25 basis point increases in the target Federal Funds rate in March, June, and December 2017.

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Provision for Loan Losses. Provisions for loan losses are charged to operations to establish an allowance for loan losses at a level necessary to absorb known and inherent losses that are both probable and reasonably estimable at the date of the financial statements. If allowance for loan losses is larger than necessary, we post a negative provision as a benefit to earnings. In evaluating the level of the allowance for loan losses, management analyzes several qualitative loan portfolio risk factors including but not limited to, charge-off history over a relevant period, changes in management or underwriting policies, current economic conditions, delinquency statistics, geographic and industry concentrations, the adequacy of the underlying collateral, the financial strength of the borrower and results of internal and external loan reviews.

See “Asset Quality - Allowance for Loan Losses” for additional information.

After an evaluation of these factors, we recorded a provision for loan losses of $22,000 for the three months ended March 31, 2018, compared to $250,000 for the three months ended March 31, 2017. In the quarter ended March 31, 2018, gross loans held for investment grew $479,000, or 0.2%. Net charge-offs were $17,000 in the three months ended March 31, 2018 compared to net recoveries of $7,000 in the quarter ended March 31, 2017.

To the best of our knowledge, we have recorded all loan losses that are both probable and reasonable to estimate at March 31, 2018. However, future changes in the factors described above, including, but not limited to, actual loss experience with respect to our loan portfolio, could result in material increases in our provision for loan losses. In addition, the Office of the Comptroller of the Currency, as an integral part of its examination process, will periodically review our allowance for loan losses and may require us to recognize adjustments to the allowance based on its judgments about the recoverability of our loan balances based upon information available to it at the time of its examination.

Noninterest Income. Noninterest income increased $1.5 million, or 69.1%, to $3.6 million for the three months ended March 31, 2018 from $2.1 million for the three months ended March 31, 2017 due to a higher volume of loan sales and related gains.

Gain on sale of loans increased $1.4 million, or 70.7%, to $3.4 million for the three months ended March 31, 2018 from $2.0 million for the three months ended March 31, 2017 as the Company has continued to expand its secondary mortgage loan operation. During the three months ended March 31, 2018, we sold $72.8 million of mortgage loans for a gain of $3.2 million, compared to $52.4 million of mortgage loan sales during the three months ended March 31, 2017 for a gain of $1.9 million. There were $1.3 million of SBA loans sold during the three months ended March 31, 2018 with gains of $108,000 recognized directly into income compared to $124,000 sold in the quarter ended March 31, 2017 with gains of $15,000. We realized a 4.0% average premium (gain on sale/sold loans) on the sales of mortgage loans for the three months ended March 31, 2018 and 3.7% for the three months ended March 31, 2017. We began selling mortgage loans under mandatory delivery contracts as opposed to on a best efforts basis in September 2017, and sales gain percentages tend to be larger under mandatory delivery contracts. Premiums also vary from period to period based upon the mix of government Federal Housing Administration (FHA) and VA loans to conventional loans, geographic markets and market interest rates, specifically 10-year Treasury rates.

Noninterest Expense. Noninterest expense increased $1.2 million, or 22%, to $6.5 million for the three months ended March 31, 2018 from $5.3 million for the three months ended March 31, 2017 due primarily to higher salaries and benefits, data processing fees and occupancy expense. The increases were primarily related to growth in our mortgage banking area, which sold 38.9% more loans and had 65.9% more sales gains in the three months ended March 31, 2018 compared to the three months ended March 31, 2017. Average assets for the quarter ended March 31, 2018 were 3.6% larger than for the quarter ended March 31, 2017.

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Provision for Income Tax. Provision for income tax expense was $95,000 for the three months ended March 31, 2018, representing an effective tax rate of 20.4% on pre-tax income. Although there are numerous differences between pre-tax income and actual taxable income that have an effect on the effective income tax rate for any given period, it is notable that the tax rate assumption used to compute income tax expense in 2018 is 13% lower than previous years due to the permanent reduction in the Federal corporate income tax rate to 21% from the Tax Cuts and Jobs Act enacted in December 2017. A 34% Federal tax rate was applied to earnings in 2017 and previous years. We recognized an income tax benefit of $146,000 for the three months ended March 31, 2017 representing 42.6% of the $343,000 loss before income taxes.

Asset Quality

We review loans on a regular basis, and place loans on nonaccrual status when either principal or interest is 90 days or more past due or earlier if we do not expect to receive full payment of interest or principal. Interest accrued and unpaid at the time a loan is placed on nonaccrual status is reversed from interest income. Once a loan is placed on nonaccrual status, the borrower must generally demonstrate at least six consecutive months of payment performance before the loan is eligible to return to accrual status.

Non-Performing Loans and Non-Performing Assets. The following table sets forth information regarding our non-performing assets. As of March 31, 2018 and December 31, 2017, we had no accruing troubled debt restructurings. Troubled debt restructurings include loans for which either a portion of interest or principal has been forgiven, or for loans modified at interest rates materially less than current market rates.

	At March 31,			At December 31,
	2018			2017
Nonaccrual loans	(Dollars in thousands)
Real estate loans:
One- to four-family residential real estate	$	711		$	679
Commercial real estate		3,709			3,483
Commercial and industrial loans		1,275			1,275
Consumer and other loans		-			-
Total nonaccrual loans		5,695			5,437
Accruing loans past due 90 days or more		-			-
Total nonaccrual loans and accruing loans past due 90 days or more		5,695			5,437
Other real estate (ORE)		-			-
Total nonperforming assets	$	5,695		$	5,437

Ratios:
Nonperforming loans to gross loans held for investment		2.17	%		2.08	%
Nonperforming assets to total assets		1.67	%		1.62	%
Nonperforming assets to gross loans held for investment and ORE		2.17	%		2.08	%

Two large loan relationships partially secured by real estate comprise $4.6 million, or 80.7%, of the $5.7 million in nonaccrual loans at March 31, 2018. $3.6 million, or 63.2%, of the total March 31, 2018 nonaccrual loan balance, is guaranteed by the SBA.

The nonperforming asset ratios increased due to the $258,000 increase in nonaccrual loans.

Interest income that would have been recorded for the three months ended March 31, 2018, had nonaccruing loans been current according to their original terms amounted to $87,000. We recognized $4,000 interest income on nonaccrual loans for the three months ended March 31, 2018.

At March 31, 2018, we had no loans that were not currently classified as nonaccrual, 90 days past due or troubled debt restructurings where known information about possible credit problems of borrowers caused management to have serious concerns as to the ability of the borrowers to comply with existing loan repayment terms and that could result in disclosure as non-accrual, 90 days past due or troubled debt restructurings.

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Allowance for Loan Losses. The allowance for loan losses is maintained at a level which, in management’s judgment, is adequate to absorb credit losses inherent in the loan portfolio. The amount of the allowance is based on management’s evaluation of the collectability of the loan portfolio, including the nature of the portfolio, credit concentrations, trends in historical loss experience, specific impaired loans, and economic conditions. Allowances for impaired loans are generally determined based on collateral values or the present value of estimated cash flows. Because of uncertainties associated with regional economic conditions, collateral values, and future cash flows on impaired loans, it is reasonably possible that management’s estimate of credit losses inherent in the loan portfolio and the related allowance may change materially in the near-term. The allowance is increased by a provision for loan losses, which is charged to expense and reduced by full and partial charge-offs, net of recoveries. Changes in the allowance relating to impaired loans are charged or credited to the provision for loan losses. Management’s periodic evaluation of the adequacy of the allowance is based on the current level of net loan losses, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, and current economic conditions.

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The following table sets forth activity in our allowance for loan losses for the periods indicated.

	Three Months Ended
	2018			2017
	(Dollars in thousands)

Balance at beginning of period	$	3,117		$	2,506
Provision for loan losses		22			250
Charge-offs:
One- to four-family residential real estate loans		(23	)		-
Commercial real estate loans		-			-
Commercial and industrial loans		-			-
Consumer and other loans		-			-
Total charge-offs		(23	)		-
Recoveries:
One- to four-family residential real estate loans		6			6
Commercial real estate loans		-			1
Commercial and industrial loans		-			-
Consumer and other loans		-			-
Total recoveries		6			7
Net recoveries		(17	)		7

Balance at end of period	$	3,122		$	2,763

Allowance for loan losses to nonperforming loans		54.83	%		46.82	%
Allowance for loan losses to total loans		1.19	%		1.06	%
Allowance for loan losses to total loans less acquired loans		1.28	%		1.19	%
Net (charge-offs) recoveries to average loans outstanding during the period		(0.01	)%		0.01	%

The ratio of our allowance for loan losses to nonperforming loans increased due primarily to a 13.0% increase in allowance for loan losses. The allowance for loan losses to total loans ratios increased because the 13.0% increase in allowance for loan losses was larger than the 0.4% increase in total gross loans.

Liquidity and Capital Resources

Liquidity is the ability to meet current and future financial obligations of a short-term nature. Our primary sources of funds consist of deposit inflows, FHLB borrowings, loan repayments and maturities and sales of securities. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions and competition.

We regularly adjust our investments in liquid assets based upon our assessment of expected loan demand, expected deposit flows, yields available on interest-earning deposits and securities, and the objectives of our asset/liability management program. Excess liquid assets are invested generally in interest-earning deposits with other banks and short- and intermediate-term securities.

We believe that we have enough sources of liquidity to satisfy our short-term liquidity needs as of March 31, 2018.

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Our most liquid assets are cash and cash equivalents. The levels of these assets are dependent on our operating, financing, lending and investing activities during any given period. At March 31, 2018, cash and cash equivalents totaled $12.3 million. Available-for-sale securities, which provide additional sources of liquidity, totaled $26.1 million at March 31, 2018. In addition, at March 31, 2018, we had $45.0 million of advances outstanding from the Federal Home Loan Bank of Dallas and the ability to borrow an additional $89.0 million from the FHLB, $9.8 million from the Independent Bankers Bank (TIB), and $6.0 million from the Pacific Coast Bankers Bank (PCBB).

At March 31, 2018, we had $32.4 million in loan commitments outstanding, and an additional $37.8 million in commitments to originate and sell mortgage loans. In addition, we had $13.8 million in unused lines of credit and $125,000 in commitments issued under standby letters of credit. Time deposits due within one year as of March 31, 2018 totaled $35.6 million, or 14.7% of total deposits. If these deposits do not remain with us, we will be required to seek other sources of funds, including other time deposits and Federal Home Loan Bank advances. Depending on market conditions, we may be required to pay higher rates on such deposits or other borrowings than we currently pay on the certificates of deposit due on or before March 31, 2019. We believe, however, based on past experience that a significant portion of our time deposits will remain with us, either as time deposits or as other deposit products. We have the ability to attract and retain deposits by adjusting the interest rates offered.

We have no material commitments or demands that are likely to affect our liquidity other than set forth above. In the event loan demand were to increase at a pace greater than expected, or any unforeseen demand or commitment were to occur, we would access our borrowing capacity with the Federal Home Loan Bank of Dallas or the other financial institutions, or increase our deposits by offering higher interest rates.

Our primary investing activities are the origination of loans and the purchase of securities. During the three months ended March 31, 2018, we originated $28.5 million of loans held for investment and $72.3 million of mortgage loans held for sale, compared to $27.7 million of loans held for investment and $45.5 million of mortgage loans held for sale during the three months ended March 31, 2017. In the three months ended March 31, 2018 and 2017 we purchased $3.3 million and $0 in securities, respectively. We have not purchased any whole loans in recent periods.

Financing activities consist primarily of activity in deposit accounts and Federal Home Loan Bank advances. We experienced net increases of $6.2 million and $5.6 million in total deposits for the three months ended March 31, 2018 and 2017, respectively. Deposit flows are affected by the overall level of interest rates, the interest rates and products offered by us and our local competitors and other factors. We generally manage the pricing of our deposits so that we are competitive in our market area.

We had $45.0 million in Federal Home Loan Bank advances at March 31, 2018 and December 31, 2017.

Bancorp 34, Inc. is a separate legal entity from the Bank and must provide for its own liquidity to pay any dividends to stockholders, to repurchase its common stock, and for other corporate purposes. Bancorp 34, Inc.’s primary source of liquidity is dividend payments it may receive from the Bank. At March 31, 2018, Bancorp 34, Inc. (on an unconsolidated basis) had liquid assets of $4.8 million.

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The Bank is subject to various regulatory capital requirements, including a risk-based capital measure. The risk-based capital guidelines include both a definition of capital and a framework for calculating risk-weighted assets by assigning balance sheet assets and off-balance sheet items to broad risk categories. At March 31, 2018 and December 31, 2017, Bank 34 exceeded all regulatory capital requirements. Bank 34 is considered “well-capitalized” under regulatory guidelines.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable, as the Registrant is a smaller reporting company.

Item 4. Controls and Procedures

An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the Executive Vice President and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended) as of March 31, 2018. Based on that evaluation, the Company’s management, including the Chief Executive Officer and the Executive Vice President and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective.

During the quarter ended March 31, 2018, there have been no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Part II – Other Information

Item 1. Legal Proceedings

The Company is subject to various legal actions arising in the normal course of business. In the opinion of management, the resolution of these legal actions is not expected to have a material adverse effect on the Company’s financial condition or results of operations.

Item 1A. Risk Factors

Not applicable, as the Registrant is a smaller reporting company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a)

Not applicable.

(b)

Not applicable.

(c)

There were no issuer repurchases of securities during the period covered by this report.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

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Item 5. Other Information

The Company’s repurchases of common stock for the three months ended March 31, 2018 were as follows:

					Total Number of		Maximum Number
	Total				Shares Purchased as		of Shares that May
	Number of		Average Price		Part of Publicly		Be Purchased Yet
	Shares		Paid		Announced Plans or		Under the Plans
Period	Purchased		per Share		Programs		or Programs (1)

January 1, 2018 through January 31, 2018		20,000	$	14.85		20,000		123,910

February 1, 2018 through February 28, 2018		32,500	$	15.23		32,500		91,410

March 1, 2018 through March 31, 2018		50,000	$	15.50		50,000		41,410

		102,500				102,500

(1) On October 24, 2017, the Company adopted a repurchase program under which it would repurchase up to 171,910 shares of its common stock, or approximately 5.0% of the Company’s outstanding shares. The repurchase program will continue until it is completed or terminated by the Company’s Board of Directors.

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Item 6. Exhibits

	3.1		Articles of Incorporation of Bancorp 34, Inc. (1)

	3.2		Bylaws of Bancorp 34, Inc. (1)

	31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

	31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

	32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

	101		The following financial statements from the Bancorp 34, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, formatted in Extensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Comprehensive Income (Loss); (iii) Consolidated Statements of Stockholders’ Equity; (iv) Consolidated Statements of Cash Flows; and (v) Notes to Consolidated Financial Statements.

(1)

Incorporated by reference to the Registration Statement on Form S-1 of Bancorp 34, Inc. (File No. 333-21182), originally filed with the Securities and Exchange Commission on June 3, 2016.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BANCORP 34, INC.

Date: April 30, 2018	/s/ Jill Gutierrez
	Jill Gutierrez
	Chief Executive Officer

Date: April 30, 2018	/s/ Jan R. Thiry
	Jan R. Thiry
	Executive Vice President and Chief Financial Officer

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Attached files

Bancorp 34, Inc. Reports

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